Kinarus Therapeutics Holding AG publishes FY2023 Financial Statements and
announces details on Business Combination with Curatis AG and Reverse Share
Split

Kinarus Therapeutics Holding AG / Key word(s): Annual Results/Capital
Increase
Kinarus Therapeutics Holding AG publishes FY2023 Financial Statements and
announces details on Business Combination with Curatis AG and Reverse Share
Split

17-Apr-2024 / 07:15 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 LR
The issuer is solely responsible for the content of this announcement.

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Ad hoc announcement pursuant to Art. 53 LR

  * Publication of audited Consolidated & Statutory FY2023 Financial
    Statements of Kinarus Therapeutics Holding AG

  * Announcement of the postponement of the publication of the Annual Report
    2023

  * Announcement of details and timeline of the contemplated Reverse Share
    Split

  * Announcement of final timeline for the closing of the previously
    announced Business Combination of Kinarus Therapeutics Holding AG with
    Curatis AG

  * Announcement of Date for AGM for the financial year 2023 and overall
    Financial Calendar

Basel, Switzerland, 17 April 2024: Kinarus Therapeutics Holding AG (KNRS.SW)
('Kinarus Holding', 'KNRS.SW' or the 'Company'), a SIX Swiss Exchange listed
therapeutic drug development company today published its audited
consolidated FY2023 financial statements (the 'FY2023 Consolidated Financial
Statements') and its audited FY2023 statutory financial statements (the
'FY2023
Statutory Financial Statements'), together the audited 'FY2023 Financial
Statements'). Both, Kinarus Holding and its 100% subsidiary, Kinarus AG in
Liquidation had filed for bankruptcy in October 2023, but on 5 February
2024, bankruptcy of Kinarus Holding was revoked by the competent courts of
Basel-Stadt in the context of the previously announced envisaged Business
Combination of Kinarus Holding and Curatis AG, a Basel-Landschaft
incorporated specialty medicine distribution and drug development company
('Curatis').
Kinarus AG in Liquidation remains in liquidation. The FY2023 Financial
Statements therefore do not provide a comprehensive and transparent picture
on the effective financial situation of the Kinarus entities that are to be
combined with Curatis in the contemplated Business Combination.

Postponement of the publication of the Annual Report 2023

By decision dated 12 April 2024, SIX Exchange Regulation AG (the 'SER')
approves an extension of the deadline for the publication of the 2023 Annual
Report of Kinarus Holding until Friday, 31 May 2024, at the latest.

The Company has just completed its work on the FY2023 Financial Statements
as well as on the annual audit. Whilst the Company managed to publish today
its audited FY2023 Financial Statements, various other tasks required to be
completed in connection with the computation of the 2023 Annual Report had
to be postponed in light of the upcoming contemplated closing of the
Business Combination and the various information still to be verified and
clarified by the new Board of Directors of the Company elected on 1 March
2024. The new Board of Directors is diligently working towards a publication
of the full 2023 Annual Report of Kinarus Therapeutics Holding AG envisaged
for 24 May 2024.

Today, the Company is publishing its audited FY2023 Financial Statements.
The Company had no consolidated revenues in FY2023. Consolidated loss before
financial result, taxes and depreciation and amortization amounted to
CHF3.0m. Overall consolidated net loss for the period amounted to CHF49.4m
(whilst statutory net loss of Kinarus Holding, the to be combined entity
with Curatis amounted to 14.1m). Kinarus Holding's total assets as of 31
December 2023 amounted to CHF0.1m whilst the Company showing negative equity
in the amount of (CHF0.3m).

In its decision dated 12 April 2024, SER instructed the Company to include
the following excerpt in the ad hoc announcement:

'The request for exemption from maintenance obligations and thus the
deferral of the publication of the 2023 Annual Report and the submission of
this report to SER by no later than Friday 31 May 2024, is approved subject
to the following obligation (Auflage; lit. a) and the following conditions
(Bedingungen;
lit. b):

  1. SER reserves the right to temporarily suspend trading in securities of
    the Company if it does not publish its 2023 Annual Report by Friday, 31
    May 2024, 11.59 p.m., in accordance with the provision on ad hoc
    publicity (art. 53 Listing Rules in conjunction with the Directive on ad
    hoc publicity) and submit it to SER.

  2. The Company must publish a press release in accordance with the
    provision on ad hoc publicity (art. 53 Listing Rules in conjunction with
    the Directive on ad hoc publicity) regarding this decision by no later
    than Tuesday, 30 April 2024, 7.30 a.m. This press release must:

1. Include the complete wording of the decision in a prominent way.

      2. Mention the reasons for the postponement of the publication and
        submission of the 2023 Annual Report; and

      3. State the unaudited key figures such as net revenue, EBITDA, EBIT,
        net profit/loss, total assets, equity regarding the 2023 business
        results.'

Update on contemplated Business Combination with Curatis and contemplated
Reverse Share Split

On 29 January 2024, Kinarus Holding and Curatis announced that they had
entered into a transaction agreement (the 'Transaction Agreement') regarding
a contemplated Business Combination. Under the terms of the Transaction
Agreement, shareholders of Curatis shall exchange each outstanding Curatis
share (the 'Curatis Share') into one newly issued Kinarus Holding share,
whereby the consideration consists of approx. 14x the number of outstanding
Kinarus shares (the 'Consideration Shares'). All shareholders of Curatis
shall contribute and exchange their Curatis shares (as a contribution in
kind in an ordinary capital increase of Kinarus Holding into Consideration
Shares) in the context of the Business Combination.

The Business Combination, which includes, amongst others, also a reverse
share split ('Reverse Share Split'), combined with a capital reduction
('Capital
Reduction'), leading to new aggregated shares with nominal value CHF0.10
with ticker symbol 'CURE.SW', ISIN: CH1330780979), a capital increase, the
change of name to Curatis Holding AG and a change of domicile to Liestal,
Basel-Landschaft, is in the course of implementation with an anticipated
first trading day of the new CURE shares expected to be Friday, 26 April
2024.

Details on the Reverse Share Split and the associated Capital Reduction

It is envisaged that on Thursday, 25 April 2024, a Reverse Share Split with
a reverse share split ratio of 4,480:1 is to be implemented and registered
in the commercial register of Basel-Landschaft, together with the
concurrently implemented reduction of the nominal value of the shares of the
Company from CHF 44.80 post Reverse Share Split to CHF 0.10 per CURE Share.
As a result of these transactions, the currently outstanding share capital
of Kinarus Holding will be aggregated in the ratio 4,480:1, leading to
292,450 CURE.SW shares with nominal value CHF 0.10 per share post Reverse
Share Split. Concurrently, the Company is increasing its capital by way of
an ordinary capital increase in which all Curatis shareholders shall
exchange their total 4,093,916 Curatis shares 1:1 for 4,093,916 newly issued
CURE.SW shares. As a result, the total number of issued shares of Curatis
Holding AG post consummation on all these transactions on 25 April 2024 will
amount to 4,386,366 registered shares with nominal value CHF0.10 each.

The Reverse Share Split may result in fractions of new registered CURE.SW
shares for the individual shareholder. This is the case if shareholders hold
an amount of KNRS.SW shares that is not divisible by 4,480 or a multiple
thereof on 25 April 2024. Fractions in new CURE.SW shares are rounded down
to the next whole number and shareholders will receive an equivalent cash
compensation for their fractions, being equal to the individual fraction
multiplied with the 3-day volume weighted average share price of KNRS.SW
from 22 April 2024 - 24 April 2024. Further information regarding the
Reverse Share Split can be found in the Q&A on the Kinarus' website
(www.kinarus.com).

Timetable

The Business Combination, the Reverse Share Split and the Capital Reduction
are expected to be implemented in line with the following timeline:

   Tran-    Business Combination        Reverse Share Split & Capital
   sact-                                Reduction
   ion
   Step
   Wedn-    * Publication of audited    * Announcement of detailed
   esda-    FY2023 Consolidated         timeline re Reverse Share Split &
   y,       Financial Statements and    Capital Reduction of the KNRS.SW
   17       audited FY2023 Statutory    shares
   Apri-    Financial Statements of
   l        Kinarus Therapeutics
   2024     Holding AG
   Thur-    * Registration of the       * Registration of a capital
   sday-    Business Combination,       increase (whereby 111 KNRS.SW
   , 25     i.e. the issuance of        shares are issued to ensure a
   Apri-    4,093,916 Consideration     total number of issued KNRS.SW
   l        Shares for the              shares that is divisable by 4,480)
   2024     acquisition of Curatis      in the commercial register *
            in the commercial           Registration of the Reverse Share
            register of                 Split in the ratio 4,480:1 in the
            Basel-Landschaft *          commercial register * Registration
            Registration of the name    of the Capital Reduction in the
            change to Curatis           commercial register * Last trading
            Holding AG *                day of old KNRS.SW (on a
            Registration of the new     pre-Reverse Share Split basis) on
            domicile of the Company     SIX Swiss Exchange (ISIN
            in Liestal,                 CH0009115129)
            Basel-Landschaft
   Frid-    * First Trading Day of      * Ex Date * First trading day of
   ay,      new CURE.SW shares          new CURE.SW shares (on a
   26                                   post-Reverse Share Ssplit basis)
   Apri-                                on SIX Swiss Exchange (ISIN
   l                                    CH1330780979)
   2024
   Tues-    * Settlement of the         * Settlement of cash fractions
   day,     Business Combination
   30
   Apri-
   l
   2024
   -
   Frid-
   ay,
   3
   May
   2024

Financial Calendar

17 April 2024: Publication of audited FY2023 Financial Statements of Kinarus
Therapeutics Holding AG

24 May 2024: Publication of FY2023 Annual Report of Kinarus Therapeutics
Holding AG

21 June 2024: Annual General Meeting

23 September 2024: Publication of H1 2024 Financial Results

About Kinarus Therapeutics Holding AG

Kinarus Therapeutics Holding AG is a publicly listed therapeutic drug
development company. The Kinarus Group consists of the SIX Swiss Exchange
listed Kinarus Therapeutics Holding AG ('Kinarus Holding') and the
subsidiary Kinarus AG in Liquidation. Both Kinarus Therapeutics Holding AG
and Kinarus AG in Liquidation had filed for bankruptcy in September 2023 but
for Kinarus Holding, the competent courts of Basel-Stadt approved reversal
of bankruptcy in early February 2024. This was following the announcement on
29 January, 2024 of a contemplated Business Combination between Kinarus
Therapeutics Holding AG and Curatis AG ('Curatis'), a privately owned
specialty pharmaceutical company focusing on orphan/ultra-orphan diseases
and specialty care diseases. Kinarus AG in Liquidation remains in
liquidation. The closing of the contemplated Business Combination is
envisaged for the end of April 2024.

For more information, please visit the company's website at www.kinarus.com.

Investor Relations Contact:

YUMA Capital
Thomas Bieri
Managing Partner
Tel: +41 44 575 20 01
thomas.bieri@yuma-capital.com

Disclaimer

THIS DOCUMENT DOES NOT CONSTITUTE A PROSPECTUS WITHIN THE MEANING OF SWISS
FINANCIAL SERVICES ACT ('FINSA'), NOR A PROSPECTUS UNDER ANY OTHER
APPLICABLE LAWS AND SHOULD NOT BE TREATED AS OFFERING MATERIALS OF ANY SORT
AND IS FOR INFORMATION PURPOSES ONLY. THE INFORMATION CONTAINED HEREIN IS IN
SUMMARY FORM AND MUST BE CONSIDERED IN CONJUCTION WITH AND SUBJECT TO THE
PUBLICLY AVAILABLE INFORMATION OF KINARUS THERAPEUTICS HOLDING AG. THIS
DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT
BE REPRODUCED, REDISTRIBUTED OR MADE AVAILABLE IN WHOLE OR IN PART TO ANY
OTHER PERSON OR ANY PURPOSE, WITHOUT THE PRIOR WRITTEN CONSENT OF KINARUS
THERAPEUTICS HOLDING.

This document contains certain forward-looking statements. Other written
materials, as well as other written and oral statements made to the public,
may also contain forward-looking statements. Forward-looking statements can
be identified by words such as 'potential,' 'expected,' 'will,' 'planned,'
'pipeline,' 'outlook,' 'may,' 'could,' 'would,' 'anticipate,' 'seek,' or
similar terms, or by express or implied discussions regarding potential new
products, potential new indications for existing products, or regarding
potential future revenues from any such products; or regarding the potential
outcome, or financial or other impact on Kinarus Therapeutics Holding AG, of
any of the transactions described; or regarding potential future sales or
earnings of the group or any of its divisions or potential shareholder
returns; or by discussions of strategy, plans, expectations or intentions.
Such forward-looking statements are based on the current beliefs and
expectations of management regarding future events, and are subject to
significant known and unknown risks and uncertainties. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those set forth in
the forward-looking statements. You should not place undue reliance on these
statements.

This document is not an offering circular or prospectus and is being
furnished to you solely for your information and may not be reproduced,
redistributed or made available in whole or in part to any other person for
any purpose, without the prior consent of Kinarus Therapeutics Holding AG.
This document is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgement. It is not
intended as investment advice and under no circumstances is it to be used or
considered as an offer to sell, or a solicitation of an offer to buy, any
security nor is it a recommendation to buy or sell any security. Any
decision to subscribe to any securities should only be made on the basis of
an independent review by you of Kinarus Therapeutics Holding AG publicly
available information. Kinarus Therapeutics Holding AG does not accept any
liability arising from the use of, or make any representation as to the
accuracy or completeness of, this document or the publicly available
information on Kinarus Therapeutics Holding AG. We provide the information
in this document as of the date hereof and the information contained in this
document is subject to change at any time. We do not intend, and do not
assume any obligation, to update any information or forward-looking
statements set out in this document as a result of new information, future
events or otherwise. Kinarus Therapeutics Holding AG shall not be
responsible for, or for investigating, any matter which is the subject of
any statement, representation, warranty or covenant of Kinarus Therapeutics
Holding AG contained in any other agreement or document relating to a
transaction (including the contemplated Combination Transaction with Curatis
AG announced with a media release on 29 January 2024, the 'Transaction'), or
for the execution, legality, effectiveness, adequacy, genuineness, validity,
enforceability or admissibility in evidence thereof. This document is not
for distribution, directly or indirectly in or into the United States (as
defined in Regulation S under the US Securities Act of 1933, as amended ('US
Securities Act')). This document is not an offer to sell securities, or the
solicitation of any offer to buy securities, nor shall there be any offer of
securities in any jurisdiction in which such offer or sale would be
unlawful. The securities mentioned in this document have not been and will
not be registered under the US Securities Act, and may not be offered or
sold in the United States absent registration or exemption from registration
under the US Securities Act. There will be no public offer of the securities
in the United States or in any other jurisdiction. The securities in
connection with this Transaction may not be offered to the public in any
jurisdiction in circumstances which would require Curatis AG or Kinarus
Therapeutics Holding AG to prepare or register any prospectus or offering
document relating to the securities in connection with the Transaction in
such jurisdiction.


News Source: Kinarus Therapeutics Holding AG


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End of Inside Information

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1882085 17-Apr-2024 CET/CEST